BBAI Ultimate Holdings, LLC - Dec 28, 2022 Form 4 Insider Report for BigBear.ai Holdings, Inc. (BBAI)

Signature
s/ Sean Ricker
Stock symbol
BBAI
Transactions as of
Dec 28, 2022
Transactions value $
$0
Form type
4
Date filed
12/30/2022, 07:36 PM
Previous filing
Apr 6, 2022
Next filing
May 12, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction BBAI Common Stock Award $0 +273K +0.24% $0.00 114M Dec 28, 2022 See footnotes F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The reported restricted stock units ("RSU") were granted to Kirk Michael Konert and Jeffrey Hart on December 28, 2022 in their capacity as members of the issuer's board of directors. Each RSU represents the right to receive one share of the issuer's Common Stock, subject to the Reporting Person's continued service through the vesting date. 68,134 of the RSUs will vest on January 1, 2023, 68,134 of the RSUs will vest on March 30, 2023, 68,133 of the RSUs will vest on June 30, 2023, and 68,134 of the RSUs will vest on September 30, 2023. The reported RSUs will be assigned to AE Industrial Partners, LP. Prior to such vesting and assignment, Kirk Michael Konert and Jeffrey Hart will hold the reported securities for the benefit of AE Industrial Partners, LP and they disclaim all right title and interest in such securities.
F2 Voting and dispositive power with respect to the shares of common stock held of record by BBAI Ultimate Holdings, LLC and AE BBAI Aggregator, LP is exercised by Michael R. Greene and David H. Rowe, the managing members and control persons of AeroEquity GP, LLC , which is the general partner of AE Industrial Partners Fund II GP, LP ("AE Fund II GP). AE Industrial Partners Fund II-B, LP ("AE Fund II-B"), AE Industrial Partners Fund II, LP ("AE Fund II LP") and AE Industrial Partners Fund II-A, LP ("AE Fund II-A" and together with AE Fund II-B and AE Fund II LP, the "AE Funds") are the controlling equityholders of BBAI Ultimate Holdings, LLC and AE BBAI Aggregator, LP. AE Fund II GP is the general partner of each of the AE Funds. AE BBRED GP, LLC is the general partner of AE BBAI Aggregator, LP. Each of the foregoing is an "AE Party" and collectively, the "AE Parties.")
F3 Each of the foregoing entities and individuals disclaims beneficial ownership of the shares reported hereby, except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.

Remarks:

Kirk Michael Konert and Jeffrey Hart serve as a Partners of AE Industrial Partners, LP, AE Industrial Partners and each AE Party may, therefore, be considered a director of the issuer by deputization.